FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LYONDELL CHEMICAL CO [ LYO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/20/2007 | D | 73,767 | D | $48(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $12.9125 | 12/20/2007 | D | 5,000 | (2) | 02/03/2010 | Common Stock | 5,000 | $35.0875(2) | 0 | D | ||||
Stock Option (Right to Buy) | $13.8 | 12/20/2007 | D | 5,000 | (3) | 02/08/2012 | Common Stock | 5,000 | $34.2(3) | 0 | D | ||||
Stock Option (Right to Buy) | $16.25 | 12/20/2007 | D | 5,000 | (4) | 02/01/2011 | Common Stock | 5,000 | $31.75(4) | 0 | D | ||||
Phantom Stock | (5) | 12/20/2007 | D | 9,436 | (5) | (5) | Common Stock | 9,436 | $48(5) | 0 | D |
Explanation of Responses: |
1. Disposed of on the effective date of the merger pursuant to the Merger Agreement between Lyondell and Basell AF and BIL Acquisition Holdings Limited (?Merger Agreement?) for the merger consideration of $48 per share. |
2. This option, which vested on August 21, 2002 in connection with Lyondell?s purchase of Occidental Petroleum Corporation?s interest in Equistar Chemicals, LP., was canceled pursuant to the Merger Agreement in exchange for a cash payment of $175,437.50 representing the difference between the exercise price of the option and the $48 per share merger consideration. |
3. This option, which vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., was canceled pursuant to the Merger Agreement in exchange for a cash payment of $171,000 representing the difference between the exercise price of the option and the $48 per share merger consideration. |
4. This option, which vested on August 21, 2002 in connection with Lyondell?s purchase of Occidental Petroleum Corporation?s interest in Equistar Chemicals, LP., was canceled pursuant to the Merger Agreement in exchange for a cash payment of $158,750 representing the difference between the exercise price of the option and the $48 per share merger consideration. |
5. Phantom Stock, which convert on a 1 for 1 basis and vested in connection with the merger, was disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share. |
Remarks: |
/s/ KERRY A. GALVIN as Attorney In Fact for Travis Engen | 12/20/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |